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                              PPG INDUSTRIES, INC.
                              --------------------

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS
                    ----------------------------------------


1.  Purpose
    -------

    The purpose of the PPG Industries, Inc. Deferred Compensation Plan for
    Directors (the "Plan") is to offer each non-employee member of the Board of
    Directors of PPG Industries, Inc. (the "Corporation") the opportunity to
    defer receipt of the compensation to be earned for services as a director of
    the Corporation until after termination of service as a director.

2.  Definitions
    -----------

    (a)  "Account" or "Accounts" means one or more of the Stock Account or the
         Capital Enhancement Account maintained for a Participant.

    (b)  "Beneficiary" means the person or entity designated by the Participant
         or the Participant's legal representative as provided under Section
         7(b).

    (c)  "Capital Enhancement Account" means a bookkeeping account or accounts
         maintained for a Participant who, for such period or periods as the
         Committee may establish or permit, elects to defer to it all or any
         part of his or her Compensation.

    (d)  "Committee" means the Officers-Directors Compensation Committee (or
         any successor) of the Board of Directors of the Company.

    (e)  "Common Stock" means the common stock, par value $1.66 2/3 per share,
         of the Corporation.

    (f)  "Common Stock Unit" means a hypothetical share of Common Stock.

    (g)  "Compensation" means a Participant's retainer and meeting fees earned
         for services as a director and as chairman or a member of a committee
         of the Board of Directors.

    (h)  "Dividend Equivalents" means an additional number of Common Stock
         Units the Corporation shall credit to each Stock Account as of each
         dividend payment date declared with respect to the Corporation's
         Common Stock.  The additional number of Common Stock Units to be
         credited to each Stock Account shall be equal to:

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         (1)  the product of (i) the dividend per share of the Common Stock
              which is payable as of the dividend payment date, multiplied by
              (ii) the number of whole Common Stock Units credited to the Stock
              Account as of the applicable dividend record date;

    DIVIDED BY
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          (2)  the closing price of a share of the Common Stock on the dividend
               payment date (or if such stock was not traded on that date, on
               the next preceding date on which it was traded), as reported in
               the New York Stock Exchange Composite Transactions.

     (i)  "Participant" means an eligible director who has elected to
          participate in the Plan.

     (j)  "Stock Account" means a bookkeeping account maintained for a
          Participant who elects to defer to it all or any part of his or her
          Compensation and to which Common Stock Units and Dividend Equivalents
          are credited.

3.  Eligibility
    -----------

    All directors of the Corporation who are not at the time also serving as
    salaried employees of the Corporation are eligible to participate in the
    Plan.

4.  Deferral of Compensation
    ------------------------

     (a)  Each Participant shall have such Compensation as the Board of
          Directors mandates deferred under the Plan and credited to the Stock
          Account.  In addition, each Participant may elect to have additional
          Compensation deferred under the Plan and credited to the Stock Account
          and/or, as permitted by the Committee, the Capital Enhancement
          Account.

     (b)  Subject to any rules, regulations, procedures or resolutions adopted
          by the Committee, an election to defer shall be made in writing prior
          to the start of the calendar year for which it is to become effective
          and shall be effective upon filing with the Secretary of the
          Corporation.  Once deferral has been elected and filed with the
          Secretary of the Corporation, it shall become irrevocable for the next
          succeeding calendar year and, unless revoked in writing or superseded
          by a new

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          election effective for calendar years after the year in which such
          revocation or new election is executed, shall continue in effect for
          each calendar year thereafter.

     (c)  Deferred amounts shall be credited on the books of the Corporation to
          an account in the name of the Participant on the same date that it
          would otherwise be payable and shall thereafter be paid from the
          general funds of the Corporation.  No assets of the Corporation shall
          be segregated or earmarked in respect to any amounts credited to the
          Accounts of Participants and all such amounts shall constitute
          unsecured contractual obligations of the Corporation.

     (d)  The number of Common Stock Units to be credited to the Stock Account
          of a Participant shall be equal to the quotient obtained by dividing
          the unpaid deferred amount to be credited to the Stock Account by the
          closing price of a share of the Common Stock on the date on which such
          deferred amount is credited on the books of the Corporation (or if
          such stock was not traded on that date, on the next preceding date on
          which it was traded), as reported on the New York Stock Exchange
          Composite Transactions.  Dividend Equivalents shall be credited to
          each Stock Account as of each dividend payment date declared with
          respect to the Corporation's Common Stock.

     (e)  Interest equivalents in respect to unpaid deferred amounts credited to
          the Capital Enhancement Account shall be credited at the same interest
          rate, and in the same manner, as interest equivalents are credited to
          the Capital Enhancement Account under the PPG Industries, Inc.
          Incentive Compensation and Deferred Income Plan for Key Employees;
          provided, however, that (i) pre-retirement death benefits as a
          multiple of amounts deferred thereunder and (ii) reduction of the rate
          of interest equivalents in case of termination of service prior to age
          62, shall not apply to amounts deferred hereunder.

     (f)  The sum of each Participant's deferrals of Compensation under Section
          4(a), to his Capital Enhancement Account shall be not less than such
          minimum, and not more than such maximum, as the Committee shall
          specify.

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5.  Payment of Deferred Amounts
    ---------------------------

     (a)  Payments from the Stock Account and the Capital Enhancement Account
          shall be made in the form of cash.

     (b)  Subject to Section 5(d), a Participant may elect to have the amount
          deferred paid in from one to 15 annual installments after he or she
          shall cease to be a director of the Corporation.

         Such installment(s) shall commence upon or following

          (i)    a specified date;
          (ii)   an event certain;
          (iii)  the earlier of a specified date or an event certain.

         Installments shall continue to be payable as soon as practicable after
         the first day of January of each year thereafter.

         Subject to Sections 5(d) and 5(e), payment of deferred amounts shall
         commence no later than January of the first calendar year which is the
         later of:

          (i)     the year following attainment of age seventy (or such other
                  age as may supersede the age referred to in Section 403(f)(3)
                  of Title 42 United States Code); or

          (ii)    the year following such Participant's retirement.

         Where deferred amounts, interest equivalents and Dividend Equivalents
         are payable in installments, the amount of each installment will be
         calculated such as to provide approximately equal distributions over
         the period designated.  Notwithstanding the foregoing, no installment
         may be in an amount less than $1,000, and, if and to the extent
         necessary, installments shall be accelerated so as to provide for such
         minimum installment(s).  In calculating the amount of each
         installment, the amount in the Participant's Stock Account shall be
         calculated by multiplying the number of Common Stock Units in the
         Participant's Stock Account on date of such payment by the average
         closing price of the Common Stock in the New York Stock Exchange
         Composite Transactions for the 5 trading days for which such price is
         available immediately preceding the date of payment.

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(c) Death or Disability
    -------------------

          (i)     In the event of the death or disability of a Participant
                  either while serving as a director of the Corporation or prior
                  to the commencement of any payments hereunder, any amount due
                  under the Plan shall be paid in a lump sum to the
                  Participant's beneficiary, or in the case of disability, to
                  the Participant, as soon as practicable after the death or
                  disability.

          (ii)    In the event of the death or disability of a Participant on or
                  after the commencement of installment payments, in accordance
                  with Section 5(b), payments shall continue to paid to the
                  Participant's beneficiary, or in the case of disability, to
                  the Participant, in accordance with the election made by the
                  Participant in accordance with Section 5(b); provided,
                  however, that the Secretary of the Committee shall have the
                  power to accelerate the payment of any installment(s) because
                  of hardship or other circumstances deemed by him, in his
                  discretion, to warrant such acceleration.

     (d)  Payment Elections
          -----------------

         Any prior election as to the number of installments made by a
         Participant who is serving as a director of the Corporation on
         February 19, 1992 shall be null and void.

         Participants may elect the number and the date or event for the
         commencement of installment payments in accordance with the following:

          (i)     Such elections must be made at least six months and ten days
                  prior to the first payment date; and

          (ii)    In all cases, the elections must be made in the calendar year
                  preceding the first payment date.

     (e)  Notwithstanding any other provision of this Plan, the first
          installment to a Participant shall not be paid until six months and
          ten days after the Participant shall cease to be a director of the
          Corporation.

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6.  Change in Control
    -----------------

    (a)   Upon, or in reasonable anticipation of, a Change in Control (as
          defined below), the Corporation shall immediately make a payment in
          cash to a trustee on such terms as the Vice President, Human Resources
          and the Vice President, Finance, or either of them, shall deem
          appropriate (including such terms as are appropriate to cause such
          payment, if possible, not to be a taxable event to Participants) of a
          sufficient amount to insure that Participants receive the payment of
          all amounts as contemplated under the Plan.

    (b)   Except as regards Section 6(c)(iv), the Committee shall have the duty
          and the authority to make the determination as to whether a Change in
          Control has occurred, or is reasonably to be anticipated, and,
          concomitantly, to direct the making of the payment contemplated
          herein.

    (c)   A "Change in Control" shall mean the occurrence of any of the
          following events:

          (i)     a third person, including a "group" as such term is used in
                  Section 13(d)(3) of the Securities Exchange Act of 1934 (the
                  "Exchange Act"), becomes the beneficial owner, directly or
                  indirectly, of 20% or more of the combined voting power of the
                  Corporation's outstanding voting securities ordinarily having
                  the right to vote for the election of directors of the
                  Corporation unless such acquisition of beneficial ownership is
                  approved by a majority of the Incumbent Board (as such term is
                  defined in Section 6(c)(ii);

          (ii)    individuals who constitute the Board of Directors of the
                  Corporation (the "Board") as of February 19, 1987 (the
                  "Incumbent Board") cease for any reason to constitute at least
                  a majority of the Board, provided that any person becoming a
                  director subsequent to such date whose election, or nomination
                  for election by the Corporation's shareholders, was approved
                  by a vote of at least a majority of the directors comprising
                  the Incumbent Board (other than an election or nomination of
                  an individual whose initial assumption of office is in
                  connection with an actual or threatened election contest
                  relating to the election of the Directors of the Corporation,

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                  as such terms are used in Rule 14a-11 of Regulation 14A
                  promulgated under the Exchange Act) shall be, for purposes of
                  this Agreement, considered as though such person were a member
                  of the Incumbent Board;

          (iii)   the shareholders of the Corporation approve a transaction
                  providing for (a) the merger, consolidation or other
                  combination of the Corporation with another corporation (other
                  than a wholly-owned subsidiary) where the Corporation is not
                  the surviving entity, (b) the sale of all or substantially all
                  of the assets of the Corporation, or (c) the liquidation or
                  dissolution of the Corporation; or

          (iv)    a majority of the Board otherwise determines that a Change in
                  Control shall have occurred.

7.  General Provisions
    ------------------

     (a)  Either the Board of Directors of the Corporation or the Committee may
          modify or amend the Plan, in whole or in part, from time to time, or
          terminate the Plan at any time, without the consent of any Participant
          or Beneficiary of any Participant; provided, however, that any
          modification, amendment or termination shall be of general application
          to all Participants and Beneficiaries and shall not, without the
          consent of the Participant or, in the event of his death, the
          Participant's Beneficiary or estate adversely affect (i) any amount
          theretofore deferred or credited to the Participant's Account(s) or
          (ii) the right of the Participant to receive all amounts theretofore
          credited to the Participant's Account(s), as of the date of such
          modification, amendment or termination; and provided further that any
          modification, amendment or termination that would materially increase
          or accelerate the payment of any amount under the Plan shall be
          approved by the Board of Directors.  The Plan shall remain in effect
          until terminated pursuant to this paragraph.

     (b)  No rights under the Plan may be transferred or assigned except that a
          Participant may designate, in writing filed with the Secretary of the
          Corporation, his spouse or children, a trustee or his or her executor
          or executrix as Beneficiary to receive any unpaid amounts under the
          Plan after the death of the Participant.  In the absence of any such
          designation or in the event that the designated person or entity shall

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          not be in existence at the time a payment under the Plan comes due,
          the Beneficiary of the Participant shall be the Participant's legal
          representative.

     (c)  The Committee shall have full power to administer and interpret the
          Plan and to adopt such rules, regulations, procedures and resolutions
          consistent with the terms of the Plan as the Committee deems necessary
          or advisable to carry but the terms of the Plan.

     (d)  The place of administration of the Plan shall be conclusively deemed
          to be within the Commonwealth of Pennsylvania, and the validity,
          construction, interpretation and administration of the Plan, and of
          any determinations or decisions made thereunder, and the rights of any
          and all persons having or claiming to have any interest therein or
          thereunder, shall be governed by, and determined exclusively and
          solely in accordance with, the internal laws of the Commonwealth of
          Pennsylvania.


                                   As Amended -- December 15, 1994






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